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Service Level Agreement

This Service Level Agreement (“SLA”) is incorporated into and made a part of the Master Service Agreement (“MSA”) between PacketFabric and Customer. All terms defined in the signed Service Order Form (“SOF”) and MSA shall have the same meaning when referred to in this SLA.

1. OBJECTIVESThis SLA sets forth the specific terms and conditions of the service level reliability and performance guarantees made by PacketFabric in connection with the service provided by PacketFabric to the Customer pursuant to the signed SOF (the “Service”), as well as any remedies which may be available to the Customer should those guarantees not be met. Customer understands and acknowledges that the remedies set forth in this SLA are the sole and exclusive remedy with respect to any claim in any way related to or arising from any delay, outage, degradation, or non-compliance of the Service.

2. DEFINITIONS

2.1 “Access Port” is defined as a specific network interface on the PacketFabric network, which is utilized exclusively to connect a specific Customer to the PacketFabric platform.

2.2 “Availability” (or “Available”) is defined as the ability of Customer to pass unerrored data packets across the PacketFabric network between any two specified PacketFabric Access Ports, as measured by PacketFabric, or if applicable, as documented by the report of an issue via Customer Trouble Ticket.

2.3 “Availability Zone” is defined as a specific device, or set of devices linked together to behave as one device, within which any Access Ports would share a common failure domain. PacketFabric defines and operates multiple Availability Zones at each location throughout its network, in order to ensure Customer has the opportunity to obtain redundant connections to the PacketFabric network.

2.4 “Core Location” is defined as any specific Service Location that is connected via the PacketFabric Core Network to at least (2) additional Service Locations.

2.5 “Core Network” is defined as the network infrastructure and equipment which is operated by PacketFabric for the purposes of connecting one Core Location to another.

2.6 “Diverse Service” is defined as a Service which utilizes two (2) or more Access Ports, each from a different Availability Zones, at each Service Location where the Service is delivered, as further detailed in Section 3 below.

2.7 “Jitter” is defined as the average variation in latency between successive packets sent between the same endpoints throughout the Service Month.

2.8 “Latency” is defined as the maximum round-trip time required for a data packet to traverse PacketFabric’s Core Network between any two specific endpoints during any five-minute sample period, as averaged throughout the Service Month.

2.9 “Non-Diverse Service” is defined as a Service which is not or cannot be diverse, such as a single Access Port, or a Service which is connected to only a single Access Port or a single Availability Zone within any Service Location where the Service is delivered.

2.10 “Packet Loss” is defined as the ability to successfully deliver some but not all packets between two specific endpoints during a five-minute sample period. Packet Loss is measured as the percentage of packets which could not be successfully delivered relative to the total number of packets for which delivery was attempted, as averaged throughout the Service Month.

2.11 “Percent Availability” is calculated with the formula “A/M*100”, where A is the total number of minutes during the month for which the Service was Available, and M is the total number of minutes in the month.

2.12 “Service Location” is defined as any specific location where PacketFabric offers Access Ports for the purposes of providing Service to its customers.

2.13 “Service Month” is defined as the beginning and end dates of Customer’s monthly billing cycle for the Service.

2.14 “Service Outage” or “Outage” is defined as a period of time, measured to the nearest whole minute, for which the Service is not Available.

2.15 “SLA Credit” is defined to be a percentage of discount against the committed MRC of the affected Service element, to be credited to the Customer against the monthly bill for service on the next billing cycle following the date on which the SLA Credit was determined. If a single outage or service failure triggers an SLA credit under multiple SLA measurements (for example, Availability and Packet Loss), the measurement with the largest eligible SLA credit shall apply.

3. SERVICE DESCRIPTIONPacketFabric’s Service allows Customer to configure and control an on-demand virtual packet-based network, enabling data connectivity between any two or more endpoints in a secure, private, and reliable fashion across PacketFabric’s private software-defined network fabric.Customer connects to the PacketFabric network via one (1) or more Access Ports, which are utilizes to deliver connectivity services. For each Access Port additional services may be purchased, such as the ability to connect to multiple destinations on the same port using a VC Bundle, or other port-level services. For the purposes of this SLA, the Access Port and any additional services which are purchased for it are considered one unit, and any one individual Access Port is considered a Non-Diverse Service.Customers may also choose to purchase additional components of Service which connects an Access Port to one (1) or more other Access Ports, which may be either purchased by Customer, or associated with other users or endpoints on the PacketFabric platform. Customers who wish to enhance the reliability of the Service on the PacketFabric network may choose to purchase Diverse Services, which must be connected and properly configured to at least two (2) or more Access Ports, each from a different Availability Zone, within each Service Location where Service is provided. Any such properly configured Service is considered a Diverse Service.

4. SERVICE LEVEL GUARANTEES

4.1 Availability PacketFabric is committed to delivering a guaranteed Availability of at least 99.999% on its Core Network. Furthermore, PacketFabric offers an additional Availability guarantee for any component of the Service that provides connectivity between two (2) or more Access Ports. The guaranteed Availability of a Diverse Service is 99.99%, while the guaranteed Availability of a Non-Diverse Service is 99.9%. In the event that these guaranteed performance metrics cannot be met, the following table(s) shall define the amount of credit the Customer is entitled to receive:

Core Network Unavailability

Credits

26 seconds – 1 hour

10% of MRC

1 hours – 4 hours

20% of MRC

4 hours – 8 hours

30% of MRC

8 hours – 12 hours

40% of MRC

12 hours – 24 hours

60% of MRC

More than 24 hours

100% of MRC

Service Component Unavailability

Diverse Service Credit

Non-Diverse Credit

4 minutes – 43 minutes

15% of MRC

0% of MRC

43 minutes – 4 hours

25% of MRC

10% of MRC

4 hours – 8 hours

35% of MRC

20% of MRC

8 hours – 12 hours

50% of MRC

30% of MRC

12 hours – 24 hours

75% of MRC

50% of MRC

More than 24 hours

100% of MRC

100% of MRC

4.2 “Latency” PacketFabric is committed to delivering a reliable, low-latency service, with guaranteed and predictable performance. To that end, PacketFabric offers a guarantee that the round-trip time latency between the following eleven (11) core markets on the PacketFabric Core Network shall be equal to or lower than the target metrics below.

North American Latency Guarantees (in milliseconds)

ATL

BOS

CHI

DAL

LAX

MIA

NYC

PHX

SEA

SFO

WDC

ATL

BOS

32

CHI

40

30

DAL

25

55

30

LAX

55

75

60

35

MIA

20

50

60

30

72

NYC

25

10

25

45

75

42

PHX

45

70

50

25

20

50

65

SEA

80

80

60

65

35

85

80

50

SFO

60

86

66

45

15

80

75

30

20

WDC

18

20

30

35

65

35

10

55

80

75

Furthermore, round-trip latency within each metropolitan market shall not exceed 2 milliseconds. In the event that these guaranteed performance metrics cannot be met, the following table(s) shall define the amount of SLA Credit the Customer is entitled to receive:

Percent of Month Latency Guarantee Exceeded

Credits

10%

10% of MRC

20%

20% of MRC

30%

30% of MRC

50%

40% of MRC

75%

50% of MRC

100%

60% of MRC

4.3 Packet Loss PacketFabric is committed to delivering a reliable, high-performance service, free from unnecessary Packet Loss which could impact Service quality. Network Packet Loss across the PacketFabric Core Network shall be equal to or better than the target performance metrics below.

Average Packet Loss Commitment

Value

North America

< 0.1%

In the event that these guaranteed performance metrics cannot be met, the following table shall define the amount of credit the Customer is entitled to receive:

Percent of Monthly Packet Loss Guarantee Exceeded

Credits

10%

10% of MRC

25%

20% of MRC

50%

30% of MRC

75%

40% of MRC

100%

50% of MRC

4.4 Jitter PacketFabric is committed to delivering a reliable, high-performance service, free from unnecessary jitter which could impact Service quality. Network jitter performance should be equal to or better than the target performance metrics below.

Average Jitter Commitment

Value

North America

< 2ms

In the event that these guaranteed performance metrics cannot be met, the following table(s) shall define the amount of credit the Customer is entitled to receive:

Percent of Monthly Jitter Guarantee Exceeded

Credits

10%

10% of MRC

25%

20% of MRC

50%

30% of MRC

75%

40% of MRC

100%

50% of MRC

5. TERMINATION FOR CHRONIC OUTAGES

5.1 For Diverse Services, in the event that Customer experiences three (3) or more Outages affecting the same Service, each lasting for more than thirty (30) minutes during any thirty (30) day period, or more than twenty four (24) hours in aggregate during the Service Month, Customer may choose to terminate the impacted Services without any further liability to PacketFabric.

5.2 For Non-Diverse Services, in the event that Customer experiences three (3) or more Outages affecting the same Service, each lasting for more than twelve (12) hours during any thirty (30) day period, or more than forty eight (48) hours in aggregate during the Service Month, Customer may choose to terminate the impacted Services without any further liability to PacketFabric.

5.3 In order to exercise the right to termination under this provision, Customer must notify PacketFabric in writing within thirty (30) days after the event giving rise to the right of termination. Customer shall be deemed to have waived its right to terminate under this Section if it fails to provide the requisite notice of termination within such thirty (30) day period. In the event that Customer exercises this termination option, Customer shall remain obligated to pay for the Service as rendered through the effective date of termination.

6. GENERAL TERMS AND CONDITIONS To be eligible for an SLA Credit, Customer must either (a) be notified by PacketFabric of an outage event in accordance with the outage notification procedures set forth above, or (b) notify PacketFabric's Customer Support, via the Client Portal or by email to [email protected], within 30 calendar days of the SLA failure. PacketFabric reserves the right to investigate and verify all Customer claims for SLA credits based on the terms and conditions specified in this SLA, and, if not granted, will provide a reason for denial (which may be provided by email or the Portal).

7. MAINTENANCE From time to time, PacketFabric will conduct maintenance activities on its network infrastructure. Notification of any such activities will be delivered to the contacts specified in the Client Portal. It is the Customer’s responsibility to ensure their maintenance contact information is up to date.

7.1 Scheduled Maintenance To be deemed a Scheduled Maintenance, PacketFabric shall provide at least ten (10) business days’ notice prior to any service interruption, and any service interruption shall occur between the hours of 12:00am and 6:00am in the local time-zone of the affected location. No more than five (5) Scheduled Maintenance activities shall be conducted on any one service during a Service Month, and the collective outage time for the Service Month shall not exceed twelve (12) hours.

7.2 Emergency Maintenance An Emergency Maintenance is a maintenance activity for which normal Scheduled Maintenance notice cannot be given, due to a customer impacting event which requires more immediate attention. To be considered an Emergency Maintenance, PacketFabric shall provide at least one (1) hours’ notice prior to any service interruption. No more than two (2) Emergency Maintenance activities shall be conducted on any one service during a Service Month, and the collective outage time shall not exceed four (4) hours.

7.3 Other Activities Any other outage caused by a maintenance activity shall be deemed a Service Outage.

8. EXCLUSIONS AND LIMITATIONS

8.1 The cumulative SLA credits during any Service Month shall not exceed 100% of the MRC of the affected Service(s). The combined cumulative total of SLA credits issued during a calendar year under this SLA shall not exceed 25% of Customer’s total MRC for all Services invoiced during the calendar year. Customer’s account must be current in order for SLA credits to be applied.

8.2 SLA credits will not be issued where the target performance measure is not met as a result of:

a. The acts or omissions of Customer, its employees, contractors or agents or its end users;

b. The failure or malfunction of any network elements, equipment, applications, services, or systems not owned or controlled by PacketFabric, including without limitation, cross-connects, local loops, or other third party access services;

c. Maintenance periods, a planned maintenance coordinated with the Customer, or Customer requested alterations to the Service;

d. The unavailability of required Customer personnel, including as a result of failure to provide PacketFabric with accurate, current contact information;

e. Lack of access to the Customer premises where reasonably required in order to restore the Service;

f. Customer's failure to release the Service for testing or repair, and continuing to use the Service on an impaired basis;

g. PacketFabric's termination or suspension of the Service for Customer’s Default;

h. Customer's use of the Service in an unauthorized or unlawful manner;

i. Customer’s request to keep a trouble ticket open after PacketFabric has confirmed that the Service is Available;